The purposes of the Friends shall be to promote the public use of the library, foster an appreciation of the library’s cultural and educational value to the community and encourage and support the improvement of the library’s resources and services.
The Corporation is organized exclusively for charitable, scientific, literary, or educational purposes within the meaning of Section 501(c)(3) of the IRS Code or corresponding section of any future federal tax code.
- No part of the net earnings of the Friends shall inure to the benefit of, or be distributable to its Members, Directors, Officers or other private persons unless the Friends authorizes reasonable compensation for Board-approved services.
- When a Director or committee member has a financial or personal interest in any matter before the Board, the Board shall ensure that:
- The interest of such individual is fully disclosed to the Board.
- Such individual does not count toward a quorum, and shall not lobby or vote on this issue.
- Any transaction in which such an individual has a financial or personal interest shall be approved by disinterested members of the Board, as being in the best interests of the Friends.
- The minutes of meetings at which such transactions are approved shall record the disclosure, abstention, and rationale for approval.
- Payments to the interested party shall not exceed fair market value.
ARTICLE V: MEMBERSHIP, DUES, MEETINGS AND VOTING
Section 1. Membership in FODSCL
The Friends shall have Members and classes of membership.
Section 2. Annual Enrollment and Dues
- The Membership year of the Friends shall begin on January 1 and end December 31 or such annual dates as the Board may set.
- The Board may set and change the amount of annual Membership dues.
- Friends shall conduct an annual enrollment of Members, but may admit persons to the membership at any time upon payment of dues. Dues are not prorated.
- To be considered a Member in Good Standing requires the payment of minimum required dues.
Section 3. General Membership Meetings
- The Board will hold an Annual Member Meeting in February or at such an annual date as the Board may set for the purpose of electing Board Members, reviewing an Annual Report of activities and finances, and transacting business the Board deems necessary
- The Board shall notify Members of the time, date, and place no less than seven (7) days in advance of the meeting.
- Minutes of this meeting shall be reviewed and approved by the Board of Directors at the next Board meeting following the Annual Meeting.
Section 4. Special Meetings
Special Member Meetings may be called at any time by the President or a majority of the Board. Unless otherwise specified, such meetings will be held at the Friends principal location or other mutually agreed upon location. Members shall be notified no less than three (3) days prior to any Special Meeting.
Section 5. Member Participation and Voting
Only Friends Members in Good Standing shall be eligible to participate or vote at any Member Meeting. Each Member in Good Standing is entitled to one vote. Only votes cast in person will be counted unless the Board has authorized and implemented a process for voting by mail or electronic means. Proxy voting is not permitted.
Section 6. Quorum
The number of Members in Good Standing attending in person, but not less than five (5), shall constitute a quorum for the transaction of business in any Member meeting of the Friends.
Section 7. Termination of Membership
Members may resign at any time by written notification to the President. Dues paid, if any, will not be prorated. Members may be removed from the rolls of the Friends without cause by a two-thirds (2/3) vote of the Board.
ARTICLE VI: OFFICERS OF THE CORPORATION
Section 1. Officers
- The Officers of the Friends shall consist of a President, Vice President, Secretary and Treasurer. This shall comprise the Executive Committee.
- Nominees for office and Officers of the Friends must maintain membership in the Friends.
- Members of the same family may not hold more than one (1) office at the same time.
Section 2. Officer Elections and Terms
- Nominees may be suggested by the Board, Members, and/or a Nominating Committee created by the Board.
- Only eligible persons who have signified consent to serve shall be nominated.
- Officers shall be elected by a majority vote of Members in attendance at the Annual Member Meeting. If there is but one (1) nominee for any office, the election for that office may be by voice vote. If there is but one (1) nominee for each of the offices, the slate may be elected by voice acclamation.
- Term of office is two (2) years beginning the first of the month following the election each year and maybe staggered so that half of the Officers are elected in even years and a half in odd years. Officer term begins the date a person accepts the office.
- No office shall be held by the same person for more than two (2) consecutive terms. A person who has served more than one-half (1/2) of a term shall be credited with having served the full term.
Section 3. Vacancies
Any Officer vacancy shall be filled by appointment by the President until the Board holds an election. If the vacancy is in the office of President, the Vice President shall serve as President and appoint a successor Vice President until the Board holds an election. If a vacancy occurs less than six (6) months prior to the next Annual Member Meeting, the appointee may serve until the Annual Member election.
ARTICLE VII: DUTIES OF OFFICERS
Section 1. At a minimum, the President shall:
- Coordinate the work of the Executive Committee and the Board of Directors;
- Preside at all meetings of the Friends and confirm that a quorum is present before conducting business;
- Vote only in the event of a tie or to establish a quorum;
- Appoint chairpersons of standing and special committees, with approval of the Board;
- Appoint eligible persons to fill Officer vacancies;
- Call a meeting of elected Officers within thirty (30) days of the election, to approve appointments of at-large Board Members and committee chairs, schedule future Board meetings and conduct other immediate business;
- Be authorized to sign on bank accounts and may appoint additional signatories;
- Assist the Treasurer with development of annual budget for Board approval.
- Sign contracts and authorize others to sign contracts, as instructed by the Board;
- Ensure the Board annually reviews and agrees to abide by the provisions of the Bylaws;
- Serve as the principal officer of the Friends and may sign tax documents;
- Develop an annual budget proposal for the Board; and
- Serve as ex-officio as a nonvoting member of committees or assign designees to serve as such;
- Perform all duties incident to the office of President and other such duties as may be required by law, by the organizing documents, or which may be assigned by the Board.
Section 2. At a minimum, the Vice President shall:
- Act as aide-to-the-President;
- Preside in the absence of the President,
- Perform all duties of the office of Vice President.
- Serve as Chairperson of the nominating committee.
Section 3. At a minimum, the Secretary shall:
- Record attendance and minutes, and maintain copies of same, for all meetings of the Friends;
- Maintain a current copy of the Bylaws and other organizing documents;
- Assist the President in communicating with Members of the Friends and other parties;
- Perform all duties incident to the office of Secretary.
- Send a letter to donors acknowledging receipt of goods, service, or cash amounts of $250.00 or more by January 31, of the year following receipt.
Section 4. At a minimum, the Treasurer shall:
- Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Friends in such depositories as shall be selected by the Board;
- Receive and give receipt for, monies due and payable or donated to the Friends from any source;
- Make disbursements as approved by the Board;
- Be authorized to sign on bank accounts;
- Maintain adequate and correct accounts of the Friends properties and transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;
- Prepare an annual budget for approval by the Board.
- Present a financial report, both written and verbal, at every Board meeting;
- Present a complete annual fiscal report at the annual meeting;
- Suggest financial policies to the Board for approval.
- Maintain a list of Members in Good Standing, which shall not be released to outside interests;
- Arrange an independent examination of accounts as deemed necessary by the Board;
- Deliver documents to the financial review authority as requested.
- Perform all duties incident to the office of Treasurer.
Section 5. General Officer Policies
- Upon the expiration of the term of office, or in case of termination, each Officer shall turn over to the President without delay, all records, books, electronic files, computer discs, and/or other documents or programs pertaining to the office, and shall return to the Treasurer, without delay, any funds pertaining to the office with a full accounting.
- Members of the same family may not hold the office of Treasurer for more than two (2) consecutive terms.
- Officers will receive no compensation for their Board service.
ARTICLE VIII: BOARD OF DIRECTORS
Section 1. Board Composition
The Board of Directors (“Board”) shall consist of the Executive Committee of the Friends, plus a minimum of one (1) and a maximum of eight(8) At-Large Directors who shall be nominated by any member of the Board, and approved by a majority vote of the existing Board. The Library’s director shall be a nonvoting ex-officio member of the Board. The Board shall be presided over by the President, who shall vote only in the event of a tie or to establish a quorum.
Section 2. Duties of the Board
The duties of the Board shall be to:
- Transact the necessary duties to conduct the business of the Friends;
- Annually review and vote to abide by the Friends Bylaws, including provisions for Conflict of Interest and Records Retention;
- Approve operational and financial policies and rules;
- Create standing and special committees;
- Approve an annual budget and prepare an annual report for the annual Member Meeting;
- Fill vacancies of the Board.
Section 3. Duties of Board Members
The duties of each Board Member shall be to:
- Maintain membership in Good Standing of the Friends;
- Attend all meetings of the Members and Board Friends or notify the President, in advance, of anticipated absence;
- Agree to abide by the Friends Bylaws and annual budget;
- Deliver to the President all official materials within fifteen (15) days following the end of their term, and
- Perform the duties outlined in these Bylaws and those assigned by the President or Board.
Section 4. Board Member Terms of Service
Officers are term-limited per Article VI, Section 2 (g). At-Large Board Members may serve for a maximum of two (2) consecutive three-year terms, after which a minimum break of one year is required. At-Large member terms may or may not coincide with the Officer Term Year, as the Board determines.
Section 5. Board Meetings
- Board meetings for the year shall be scheduled by the Executive Committee at its first meeting.
- If the total Board membership totals eight (8) or fewer, a quorum shall be three (3) Directors in attendance in person or by virtual For Boards of nine (9) or more Directors, five (5) in attendance shall constitute a quorum.
- Special meetings of the Board may be called by the President or by a majority of the Members of the Board, with at least three (3) days’ notice being given.
- Board meetings shall be held at the principal office of the organization, via teleconference, or at such other place, as shall be designated on the notice of the meeting.
- The Board may decide to implement voting by electronic There shall be no proxy voting.
Section 6. Actions of the Board
The Board will act by consensus whenever possible. In the event, a consensus is not possible, or in the case of major expenditures, the Board may elect to take action by a recorded majority vote of Directors present when a quorum is established and using the general guidelines of the informal processes of Robert’s Rules of Order.
Section 7. Emergency Voting
In an emergency situation, the Board may vote by phone, email, or other electronic means if authorized by the President. A two-thirds (2/3) majority of the Board is required for adoption, and the vote shall be recorded in the minutes of the next regular meeting of the Board.
Section 8. Removal of Members
Any Officer or Director may be removed from office and from the Board without cause, by a two-thirds (2/3) vote of the entire Board.
ARTICLE IX: COMMITTEES
Section 1. Committees and Committee Chairs
- By majority vote, the Board may create and fund such standing and special committees as necessary to carry on the work of the Friends.
- Standing committees may include but are not limited to Membership, Digital Administrator, Social Media, Fundraising, Nominating, Community Outreach, Library Staff Support, and recurring events.
- Special committees may arise from time to time to carry out specific, one-time or time-limited activities.
- Committee chairpersons will be appointed by the President with the Board’s approval.
- The President and Treasurer are not permitted to chair committees.
- The President is an ex-officio nonvoting member of all committees and may designate another Officer representative to serve in this capacity.
- Committee Chairpersons who are not Officers or At-Large Board Members will report to the Board but are not permitted to vote at Board meetings or to act on behalf of the Board without Board direction.
- Only Members in Good Standing of the Friends shall be eligible to serve as committee chairs.
- The Board has the authority to disband any committee by a majority vote.
Section 2. Committee Limitations and Restrictions
No committee or committee member has the authority of the Board to act on behalf of the Friends, nor to take any action, financial, contractual, or otherwise, that is outside the scope of authority delegated to it by the Board.
ARTICLE X: CORPORATE RECORDS, RECORDS RETENTION AND ACCOUNTABILITY
Section 1. Corporate Records
The Friends shall keep correct and complete books and records of account. At a minimum, these shall include:
- Organizing documents, including but not limited to Articles of Incorporation, Bylaws and any amendments.
- Minutes of all meetings, indicating time and place, attendees and description of the proceedings thereof.
- Adequate and correct financial books and records of account, including business transactions, assets, liabilities, receipts, disbursements, incomes and expenses.
- Financial reviews, tax returns and all documents relating to the FoDSCL’s federal, state, and local tax status.
Section 2. Records Retention Policy
At a minimum, the Board shall retain:
- Permanently: copies of corporate organizing documents, minutes of meetings, financial review reports, insurance policies and claims, news releases.
- For a minimum of seven (7) years: financial and tax-related documents, inventories, invoices and receipts.
- For a minimum of three years: contracts and business correspondence.
- If the Friends determines that any record is relevant to litigation, or potential litigation, those records shall be retained until it is determined they are no longer needed. This provision supersedes any established retention provision.
Section 3. Financial reviews
- For the purposes of the Friends, a financial review or audit shall only be defined as an independent examination of finances.
- The Board shall have a financial review of the Friends’ books conducted, no less than every five years, by an appointed committee or a qualified bookkeeper or accountant, none of whom may be signers on any Friends account.
- Any Financial Review Committee shall be appointed by the President subject to the approval of the Board, and consist of at least three (3) individuals who are not related and/or do not reside in the same household as any Friends authorized signers.
- The resulting report and recommendations shall be presented to the Board and adopted, with a response, by a majority vote of Directors.
ARTICLE XI: NOTIFICATIONS AND ELECTRONIC DELIVERY
Any notices required or permitted by these Bylaws may be given by mail or electronic delivery.
If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the corporate records, with postage prepaid.
If given by email, a notice is deemed delivered when accepted by the internet service provider company and addressed to the person at his or her email address as it appears on the corporate records.
If given by posting on a designated online site, a notice is deemed delivered when it is posted on the site and available for viewing via public Internet access. A person may change his or her address in the corporate records by giving written notice of the change to the Secretary or Treasurer of the Friends.
ARTICLE XII: INDEMNIFICATION, INSURANCE AND RELATED MATTERS
Section 1. When Indemnification is Required, Permitted, and Prohibited
- The Friends will indemnify a Director, Officer, Member, Committee Member, Employee, or Agent of the Friends who was is or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Friends. For the purposes of this article, an agent includes one who is or was serving at the Friend’s request as a director, officer, partner, venture, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee- benefit plan, or other enterprises.
- The Friends will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Friends’ best In case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Friends will not indemnify a person who is found liable to the Friends or if found liable to another on the basis of improperly receiving a personal benefit from the Friends. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Friends.
- The Friends will pay or reimburse expenses incurred by a Director, Officer, Member, Committee Member, Employee, or Agent of the Friends in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Friends when the person is not named a defendant or respondent in the proceeding.
- In addition to the situations otherwise described in the paragraph, the Friends may indemnify a Director, Officer, Member, Committee Member, Employee, or Agent of the Friends to the extent permitted by law. However, the Friends will not indemnify any person in any situation in which indemnification is excluded by Section 1.a. above.
- The Friends may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might be eventually entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions specified in Section 3.c. below, have been satisfied. Furthermore, the Friends will never advance expenses to a person before final disposition of a proceeding if the person is named a defendant or respondent in a proceeding brought by the Friends or one or more Members or if the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
Section 2. Extent and Nature of Indemnity
The indemnity permitted under the Bylaws includes indemnity against judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the Friends, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
Section 3. Insurance
The Friends may purchase and maintain to the full extent permitted by the laws of the State of Texas as they presently exist or hereafter may be amended, insurance on any property owned or leased by the Friends as well as on behalf of any Director, Officer, Member, Committee Member, Employee or Agent of the Friends who is or was serving at the request of the Friends against any liability asserted against him or her or incurred by him or her in any such capacity or status.
ARTICLE XIII: AMENDMENTS
Section 1. Amendments
- These Bylaws may be amended or repealed and replaced, by the Board at any meeting where a quorum is established, by a two-thirds (2/3) vote of Directors present.
- Copies of proposed changes to the Bylaws shall be provided to Directors at least three (3) days prior to the meeting at which the changes will be proposed for adoption.
- Newly adopted Bylaws, or a fair summary of them will be presented to the membership at the next Annual Member Meeting following their adoption by the Board.
The Friends shall review these Bylaws no less than every five (5) years.
CERTIFICATE OF SECRETARY: I certify that I am the duly elected and acting Secretary of Friends of the Dripping Springs Community Library, Inc. and that these Bylaws constitute the Corporation’s current Bylaws. Previous Bylaws were repealed and these Bylaws were duly adopted at a meeting of the Board of Directors and approved by a TWO-THIRDS (2/3) MAJORITY/UNANIMOUS vote of a quorum of the Board Members at a meeting held DATE.
Date Adopted: September 21, 2020
Certified by: Alyssa Weinstein
Secretary of the Corporation